Gina Beredo
Executive Vice President, Chief Administrative Officer and General Counsel at 
Owens Corning
Owens CorningExecutive
About Gina Beredo
Gina A. Beredo (age 50) serves as Executive Vice President, Chief Administrative Officer and General Counsel of Owens Corning (OC) since March 2025, after serving as EVP, General Counsel and Corporate Secretary from June 2021 to March 2025; previously EVP, General Counsel and Corporate Secretary at Nordson Corporation (2018) . Company performance during her tenure includes 2024 net sales of $10.975B and adjusted EBIT of $2,038M, with continued 20%+ adjusted EBITDA margins for the 18th consecutive quarter, and above-target incentive outcomes driven by adjusted EBIT and business unit results . Long-term incentives linked to TSR, ROC, and free-cash-flow conversion have delivered strong payouts (e.g., TSR at the 93rd percentile, ROC 23.3%/23.0%/26.7% over 2022–2024, FCFC 107.9%/94.0%/93.9%) supporting pay-for-performance alignment .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Owens Corning | EVP, Chief Administrative Officer & General Counsel | Mar 2025 – Present | Enterprise leadership across Legal and Administration; governance and integration support in portfolio reshaping |
| Owens Corning | EVP, General Counsel & Corporate Secretary | Jun 2021 – Mar 2025 | Led governance, M&A legal execution including Masonite acquisition; supported executive compensation and stockholder engagement |
| Nordson Corporation | EVP, General Counsel & Corporate Secretary | 2018 | Led legal/governance at a precision technology manufacturer; relevant public-company compliance and board processes |
External Roles
- None disclosed for public company board service .
Fixed Compensation
Multi-year summary (NEO disclosures):
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $516,667 | $549,167 | $596,667 |
| Stock Awards ($) | $944,365 | $1,015,638 | $1,235,529 |
| Non-Equity Incentive ($) | $711,750 | $636,863 | $723,731 |
| All Other Compensation ($) | $24,684 | $66,986 | $103,775 |
| Total ($) | $2,197,466 | $2,268,654 | $2,659,702 |
Additional fixed elements and policies:
- Perquisites detail (2024): executive physical $1,848; tax preparation/financial planning reimbursement $10,000 (total perqs $11,848) .
- Deferred compensation plan participation (nonqualified): see table in Equity Ownership section .
- Target bonus percentage: CIP target equals 75% of salary for Beredo (NEO table) .
Performance Compensation
Annual Incentive (CIP) Structure and Outcomes (2024)
| CIP Metric | Threshold (0%) | Gate 1 (50%) | Target (100%) | Maximum (200%) | Actual | Funding | Weight |
|---|---|---|---|---|---|---|---|
| Consolidated Adjusted EBIT (ex-Doors) ($MM) | $1,283 | $1,454 | $1,710 | $2,138 | $1,949 | 156% | 40% |
| Roofing EBIT ($MM) | $848 | $961 | $1,130 | $1,300 | $1,298 | 199% | 20% |
| Insulation EBIT ($MM) | $454 | $514 | $605 | $756 | $682 | 151% | 20% |
| Composites EBIT ($MM) | $165 | $187 | $220 | $286 | $215 | 93% | 20% |
| Total Funding | 151% |
Beredo’s 2024 CIP payout:
- Corporate component and individual performance resulted in total cash award of $723,731 (151% corporate; 185% individual) .
- CIP metric change: plan moving from adjusted EBIT to adjusted EBITDA beginning in 2025 to better reflect operational performance .
Long-Term Incentive (LTI) Design and 2024 Grants
Award mix and metrics:
- 40% RSUs (three-year graded vesting; one-third per year for awards granted in 2024) .
- 60% PSUs split equally among TSR, ROC, FCFC; three-year performance periods (payout 0–200%); TSR capped at 100% if absolute TSR is negative .
2024 grant details for Gina Beredo:
| Award | Target Shares (#) | Grant Date Fair Value ($) |
|---|---|---|
| RSU | 3,083 | $479,961 |
| PSU (ROC) | 1,541 | $226,804 |
| PSU (TSR) | 1,541 | $301,959 |
| PSU (FCFC) | 1,541 | $226,804 |
Metric definitions and thresholds:
- TSR PSU (2024–2026): Threshold 25th percentile (0%); Target 50th (100%); Max 75th (200%); negative absolute TSR caps payout at 100% .
- ROC PSU (2024–2026): Threshold 8.5%; Target 17%; Max 20%; payout averaged across fiscal years .
- FCFC PSU (2024–2026): Threshold 75%; Target 96–100%; Max 110%; payout averaged across fiscal years .
Recent LTI performance (cycle completed in 2024):
- TSR (2022–2024): 93rd percentile vs index; 200% payout .
- ROC (2022–2024): 23.3%, 23.0%, 26.7% vs 7.5%/16%/18.5% thresholds; 200% payout .
- FCFC (2022–2024): 107.9%, 94.0%, 93.9%; 118% payout .
Equity Ownership & Alignment
Ownership snapshot and guidelines:
- Stock ownership guidelines: CEO 6x salary; other NEOs 3x salary; all NEOs in excess (meets/exceeds) .
- Anti-hedging and anti-pledging policies in place .
Security ownership (as of Feb 18, 2025):
| Metric | Amount |
|---|---|
| Common shares beneficially owned (#) | 12,968 |
| RSUs (unvested; no voting) (#) | 9,450 |
| Total counted toward ownership (#) | 22,418 |
Outstanding equity at 2024 year-end (market value at $170.32/share):
| Award Type | Unvested Units (#) | Market/Payout Value ($) |
|---|---|---|
| RSUs (unvested) | 8,080 | $1,376,186 |
| PSUs (unearned; performance-based) | 17,790 | $3,029,993 (based on current expectations: TSR and ROC at max; FCFC at target) |
2024 stock vested:
| Metric | Shares Vested (#) | Value Realized ($) |
|---|---|---|
| Stock awards vested in 2024 | 35,926 | $6,157,993 |
Nonqualified deferred compensation (2024):
| Component | Amount ($) |
|---|---|
| Executive contributions | $51,839 |
| Company contributions | $64,327 |
| Aggregate earnings | $57,708 |
| Aggregate withdrawals/distributions | $(6,875) |
| Aggregate balance (year-end) | $307,649 |
Pension/SERP:
- No participation in Cash Balance Pension Plan or Executive Supplemental Plan for Beredo .
Pledging/Hedging:
- Company policy prohibits hedging and pledging of OC stock by officers/directors; no pledging disclosed .
Employment Terms
Severance/change-in-control economics (assumes event as of Dec 31, 2024):
| Scenario | CIP ($000s) | RSUs ($000s) | PSUs ($000s) | Cash Severance ($000s) | Health Care ($000s) | Outplacement ($000s) |
|---|---|---|---|---|---|---|
| Involuntary Not-For-Cause Termination | 908 | — | — | 2,118 | 22 | 18 |
| Termination Upon Change-in-Control | 908 | 1,376 | 3,636 (assumes max funding for disclosure) | 2,118 | 22 | 18 |
| Change-in-Control, No Termination | — | 1,376 | 3,636 | — | — | — |
Key terms:
- Double-trigger severance (payments upon change-in-control only if also terminated without cause) .
- RSUs vest on death/disability or accelerate upon change-in-control; PSUs accelerate upon change-in-control for disclosure, otherwise vest based on performance at cycle end; qualified retirement pro-rata applies to certain awards for eligible executives (not specifically disclosed for Beredo) .
- Clawback, anti-hedging, anti-pledging policies; executives must hold shares net of taxes until ownership guidelines are met .
- Non-compete obligations tied to severance agreements; payments contingent on confidentiality, mutual release, and agreement not to compete .
Compensation Structure Analysis
- Cash vs equity mix: Significant equity-based LTI and performance-linked PSU design (TSR/ROC/FCFC) with RSUs shifted from 4-year to 3-year graded vesting starting 2024—improves retention cadence but increases near-term vesting supply that could add selling pressure at vest dates .
- Annual incentive metrics: 2024 CIP funded at 151% on adjusted EBIT metrics; moving to adjusted EBITDA in 2025 aligns with operational performance drivers and margin profile .
- Peer benchmarking: Compensation peer group includes diversified building products and industrial peers (e.g., Masco, Sherwin-Williams, Trane, PPG); TSR comparator also expanded to industry-adjacent firms reflecting OC’s markets and size .
- Governance and shareholder feedback: Say-on-Pay support >87% in 2024; robust stockholder outreach and ownership guidelines strengthen alignment .
Say-On-Pay & Shareholder Feedback
- 2024 Say-on-Pay approval: >87% support; Committee maintained program elements reflecting strong pay-for-performance linkage .
Equity Ownership & Alignment (Risk Indicators)
- No related party transactions reported for 2024; anti-hedging/anti-pledging policies in place; strong ownership guidelines and compliance .
- Director/committee independence and governance practices robust (for context) .
Expertise & Qualifications
- Public company legal and governance leadership at Nordson; OC corporate secretary responsibilities; executive leadership across Legal and Administration; supports M&A, integration, governance, and stockholder engagement .
Investment Implications
- Pay-for-performance alignment appears strong: high CIP funding and robust PSU payouts tied to superior TSR/ROC indicate disciplined execution; 2024 adjusted EBIT of $2,038M and 20%+ EBITDA margins support long-term incentive achievement .
- Retention risk seems moderate: three-year graded RSUs and ongoing PSU cycles create staggered vesting; double-trigger CIC protections and sizable severance reduce departure risk but may represent notable potential payouts under transaction scenarios .
- Potential selling pressure: sizeable unvested RSUs (8,080) and PSUs (17,790 target) could create periodic supply at vest/settlement; policy-driven holding requirements mitigate immediate sell pressure until guideline compliance (Beredo already in excess) .
- Governance quality: anti-hedging/pledging, clawback, and strong shareholder support (>87% Say-on-Pay) signal shareholder-friendly practices, reducing compensation-related red flags .
Note: All quantitative values are from OC proxies/filings; tables and statements include citations to specific source documents.